-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BlQrBu1aHhSM0Dbr2Unfh9tdvVkQ3nYoWR2oAHeIjUkmt7V3giQXhoZX43QRo/oX Depij9oDcQTvNdKHMXjR4w== /in/edgar/work/0000040730-00-000140/0000040730-00-000140.txt : 20001013 0000040730-00-000140.hdr.sgml : 20001013 ACCESSION NUMBER: 0000040730-00-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001003 ITEM INFORMATION: FILED AS OF DATE: 20001012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: [3711 ] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00143 FILM NUMBER: 739097 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265 8-K 1 0001.txt GM 3Q 2000 EARNINGS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 3, 2000 ---------------- GENERAL MOTORS CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) STATE OF DELAWARE 1-143 38-0572515 - ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 300 Renaissance Center, Detroit, Michigan 48265-3000 - -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (313)-556-5000 -------------- - 1 - ITEM 5. OTHER EVENTS On October 12, 2000, a news release was issued on the subject of third quarter consolidated earnings for General Motors Corporation (GM). The news release did not include certain financial statements, related footnotes and certain other financial information that will be filed with the Securities and Exchange Commission as part of GM's Quarterly Report on Form 10-Q. Following is the third quarter earnings release for GM, and their subsidiary Hughes Electronics Corporation's (Hughes) earnings release dated October 11, 2000. GM REPORTS EARNINGS PER SHARE OF $1.55; NET INCOME TOTALS $829 MILLION -- Record third-quarter earnings per share of $1.55, up from $1.33 in the same quarter of 1999. -- Net income $829 million, compared with $877 million in year-ago third-quarter period. -- Record net income at GMAC and a net-income increase in North America. DETROIT -- General Motors Corp. (NYSE: GM) today reported $1.55 diluted earnings per share of GM $1-2/3 par value common stock in the third quarter of 2000, an increase of more than 16 percent from $1.33 in the prior-year period. The increase in earnings per share was primarily due to the continued focus on improving shareholder returns through ongoing stock-repurchases. "We're pleased that GMAC had record profits and GM's North American automotive operations generated continued strong results and posted improved net income during the third quarter compared with the same period last year," said GM Chairman John F. Smith, Jr. "However, overall automotive net income was down slightly in the third quarter primarily due to the profit decline in Europe, which along with the other regions faced unrelenting competitive pressures during the period." GM North America reported third-quarter net income of $728 million, up 8.5 percent from $671 million in the third quarter of 1999. "Demand remains strong in the North American market, but the pricing environment is extremely competitive and is forcing all players to accelerate cost reductions," Smith said. GM President and Chief Executive Officer G. Richard Wagoner, Jr., noted that in North America vehicle sales remained strong in the third quarter despite production ramp-ups at two North American truck assembly plants that resulted in lower truck production. Higher incentives and other marketing costs were more than offset by continued improvements in material and manufacturing costs. "These results reinforce the need to step-up our efforts to eliminate waste and lower costs," Wagoner said. "But we will not take our eye off our objective of becoming a fast-moving, innovative, product-focused company. "The industry continues to venture into new territory -- near-record demand mixed with unprecedented price pressures and intensely strong competition on all fronts. It has heightened our sense of urgency to drive toward our vision objectives," Wagoner said. Results in the European market were affected by a critical model changeover - -- the launch of the new Opel/Vauxhall Corsa, GM's highest volume model. This start-up combined with overall unfavorable country mix and intensifying price pressures hurt the European results. GM's Latin America/Africa/Mid-East region posted its fourth-consecutive profitable quarter despite the start-up of GM's new assembly plant in Brazil. The modest loss in the Asia-Pacific region was primarily due to the start-up at GM Thailand. - 2 - Wagoner said GM's aggressive future-product plan and its global growth strategy would not be interrupted due to the challenging environment. "We're focused globally on bringing out innovative new products and services that will delight our customers, attract new ones and boost our bottom line," Wagoner said. "Examples include the new Corsa and the pending launch of the exciting Opel/Vauxhall Speedster in Europe. In North America, there's the coming debut of the Chevrolet Avalanche with its unique "midgate" between the spacious cabin and cargo bed, the Buick Rendezvous "crossover" sport-utility vehicle (SUV), and our all-new midsize SUVs, as well as the expansion of OnStar services. "All of our business priorities -- innovative products and services, e-business leadership, growth in the Asian-Pacific region and proactive participation in the industry's consolidation, as well as strong business results -- remain unchanged," Wagoner said. GMAC delivered record third-quarter results despite the impact of higher short-term interest rates in North America and Europe. GMAC's mortgage operation was the subsidiary's biggest contributor to the earnings improvement, due to lower servicing costs and an increase in domestic mortgage originations. Hughes Electronics' net sales and revenues increased 4.5 percent to $2.1 billion in the third quarter, from $2.0 billion in the same period a year ago. "The increase was driven primarily by continued growth in the DIRECTV business, which added a record 450,000 net subscribers in the United States during the quarter," said GM Vice Chairman Harry J. Pearce. Pearce added that, "Due to rapid consolidation in the media and telecommunications industries, GM is now considering alternative strategic transactions involving Hughes and other participants in those industries. Any such transaction might involve the separation of Hughes from General Motors. GM's objective in this effort is to maximize the enterprise value of Hughes for the long-term benefit of the holders of GM's Class H and $1-2/3 par value common stocks through a structure that maintains the financial strength of General Motors." No assurance can be given that any transaction will be agreed upon with any party or that other conditions, including any stockholder or regulatory approvals, will be satisfied. In the fourth quarter this year, GM North America and GMAC are expected to deliver solid results consistent with last year's performance despite the current market environment. GM Europe is facing a very competitive pricing environment and is expected to remain in a continuing significant loss position in the fourth quarter, as are GM Asia Pacific and Hughes. - ---------------------- In this news release, use of the words anticipate, expect, should, believe, plan, intensify, overcome, opportunities and similar words are associated with forward-looking statements that are inherently subject to numerous risks and uncertainties. Accordingly, there can be no assurance that the results described in such forward-looking statements will be realized. The principal risk factors that may cause actual results to differ materially from those expressed in forward-looking statements contained in this news release are described in various documents filed by GM with the U.S. Securities and Exchange Commission, including GM's Annual Report on Form 10-K for the year ended Dec. 31, 1999, filed March 13, 2000, (at page II-20). # # # - 3 - HIGHLIGHTS - Q3 Summary Financial Highlights Three Months Ended September 30, --------------------- 2000 1999 --------- --------- Total net sales and revenues (Dollars in billions) $42.6 $42.8 ------ ------ Consolidated net income (Dollars in millions) $829 $877 ............................................................. Earnings Per Share Attributable to Common Stocks Assuming Dilution $1-2/3 par value $1.55 $1.33 Class H $(0.09) $(0.04)(1) ............................................................. Return on net assets (RONA) for continuing operations on a four quarter rolling average excluding Hughes 12.5% 14.2% ............................................................. Total Cash (Dollars in billions)(2) $13.5 $16.7 ............................................................. Total $1-2/3 shares repurchased (3) (Shares in millions) 3.8 2.9 Cost of $1-2/3 shares acquired (Dollars in millions) $237 $202 ............................................................. Net profit margins Three Months Ended September 30, -------------------- 2000 1999 --------- --------- GM North America (GMNA) 2.8% 2.5% GM Europe (GME) (3.4%) 0.5% GM Latin America/Africa/Mid-East (GMLAAM) 2.0% (3.0%) GM Asia/Pacific (GMAP) (1.1%) (6.1%) Total GM Automotive (GMA) 1.7% 1.7% Hughes (4.2%) (1.5%) Total Automotive, Communications Services, and Other Operations 1.2% 1.3% GMAC 6.7% 7.6% Consolidated net income 1.9% 2.0% (1) The 1999 earnings per share amount attributable to the GM Class H common stock was restated to reflect the three-for-one stock split of the GM Class H common stock, in the form of a 200% stock dividend, paid on June 30, 2000. (2)Total cash includes cash and marketable securities as well as $3.0 billion invested in short-term fixed income securities of the Corporation's Voluntary Employees' Beneficiary Association Trust. (3)Shares repurchased in 1999 were part of the $4 billion repurchase program and shares repurchased in 2000 were part of the $1.4 billion repurchase program. - 4 - HIGHLIGHTS - Q3 Financial Results (Dollars in Millions Except Per Share Amounts) Three Months Ended September 30, --------------------- 2000 1999 --------- --------- Total net sales and revenues $42,606 $42,794 ------ ------ Consolidated net income $829 $877 ............................................................. Earnings Attributable to Common Stocks $1-2/3 par value $878 $866 Class H $(76) $(17) ............................................................. Basic Earnings Per Share Attributable to Common Stocks $1-2/3 par value $1.57 $1.35 Class H $(0.09) $(0.04) (2) ............................................................. Earnings Per Share Attributable to Common Stocks Assuming Dilution $1-2/3 par value $1.55 $1.33 Class H $(0.09) $(0.04) (2) ............................................................. Cash Dividends Per Share of Common Stocks $1-2/3 par value $0.50 $0.50 Class H $ - $ - ............................................................. Book Value Per Share of Common Stocks Sept. 30, Dec. 31, Sept. 30, 2000 1999 1999 -------- ------- -------- $1-2/3 par value $40.09 $27.02 $20.59 Class H $8.02 $5.40(2) $4.12 (2) ............................................................. See footnotes beginning on page 8. continues - 5 - HIGHLIGHTS - Q3 Net Income by Segment (Dollars in Millions) Income/(Loss) Three Months Ended September 30, --------------------- 2000 1999 --------- --------- GM North America (GMNA) $728 $671 GM Europe (GME) (181) 32 GM Latin America/Africa/Mid-East (GMLAAM) 31 (36) GM Asia/Pacific (GMAP) (10) (54) ----- ----- Total GM Automotive (GMA) $568 $613 Hughes (3) (88) (30) Other (57) (96) ----- ----- Total Automotive, Communications Services, and Other Operations $423 $487 GMAC $401 $393 Other 5 (3) ----- ----- Total Financing and Insurance Operations $406 $390 ----- ----- Consolidated Net Income $829 $877 ===== ===== Net profit margin from Total GM Automotive (GMA) 1.7% 1.7% Consolidated net income 1.9% 2.0% Three Months Ended September 30, 2000 -------------------------------- GMNA GME GMLAAM GMAP ----- ------ ------ ------ Total net sales and revenues $26,171 $5,339 $1,524 $952 ------ ----- ----- --- Pre-tax income (loss) $1,086 $(265) $(9) $(7) Income tax expense (benefit) 344 (81) (27) 10 Equity income/(loss) and minority interests (14) 3 13 7 ----- ----- ----- --- Net income (loss) $728 $(181) $31 $(10) ===== ===== ===== === Net profit (loss) margin 2.8% (3.4%) 2.0% (1.1%) Effective income tax rate 31.7% 30.6% 300.0% (142.9%) Three Months Ended September 30, 1999 -------------------------------- GMNA GME GMLAAM GMAP ----- ------ ------ ------ Total net sales and revenues $26,566 $6,391 $1,200 $884 ------ ----- ----- --- Pre-tax income (loss) $1,008 $52 $(79) $12 Income tax expense (benefit) 336 19 (37) 11 Equity income/(loss) and minority interests (1) (1) 6 (55) ----- ----- ----- --- Net income (loss) $671 $32 $(36) $(54) ===== ===== ===== === Net profit (loss) margin 2.5% 0.5% (3.0%) (6.1%) Effective income tax rate 33.3% 36.5% 46.8% 91.7% See footnotes beginning on page 8. continues - 6 - HIGHLIGHTS - Q3 Operating Information Three Months Ended September 30, --------------------- 2000 1999 ------- ------- Worldwide Wholesale Sales (units in 000s) United States: Cars 611 581 Trucks 563 618 ------ ------ Total United States 1,174 1,199 Canada and Mexico 154 142 ------ ------ Total GM North America 1,328 1,341 ------ ------ GME 396 446 GMLAAM 181 141 GMAP 134 121 ------ ------ Total International 711 708 ------ ------ Total Worldwide 2,039 2,049 ====== ====== .................................................... Vehicle Unit Deliveries (units in 000s) United States Chevrolet - Cars 230 231 - Trucks 420 447 Pontiac 167 153 GMC 123 138 Buick 108 122 Oldsmobile 67 87 Saturn 71 61 Cadillac 51 46 Other 12 13 ------ ------ Total United States 1,249 1,298 Canada and Mexico 186 168 ------ ------ Total GM North America 1,435 1,466 ------ ------ GME 413 483 GMLAAM 153 149 GMAP 128 121 ------ ------ Total International 694 753 ------ ------ Total Worldwide 2,129 2,219 ====== ====== .................................................... Market share United States Cars 29.2% 29.5% Trucks 25.6% 28.2% Total 27.4% 28.9% Total North America 27.4% 28.6% Total Europe 8.9% 9.8% Latin America (4) 20.7% 20.0% Asia and Pacific 4.0% 4.0% Total Worldwide 15.2% 15.9% ..................................................... U.S. Retail/Fleet Mix % Fleet Sales - Cars 28.6% 21.8% % Fleet Sales - Trucks 12.9% 9.5% Total vehicles 21.3% 15.9% .................................................... Days Supply of Inventory - U.S. Cars 71 65 Trucks 105 82 ..................................................... Capacity Utilization % U.S. and Canada (2-shift rated) 87.7% 91.1% ..................................................... GMNA Net Price (%) (0.3)% 0.4% ..................................................... See footnotes beginning on page 8. continues - 7 - HIGHLIGHTS - Q3 Other Financial Information (Dollars in Millions) Three Months Ended September 30, ---------------------- 2000 1999 --------- ---------- Depreciation and Amortization (1) Depreciation $1,002 $1,004 Amortization of special tools 537 635 Amortization of intangible assets 57 78 ------ ----- Total $1,596 $1,717 ====== ===== .................................................... Worldwide Employment at September 30 (in 000s) GMNA 212 219 GME 90 82(5) GMLAAM 24 23 GMAP 11 10 Hughes 18 18 GMAC 27 27 Other 13 12 ------ ------ Total 395 391 ====== ====== .................................................... Worldwide Payrolls $5,229 $5,469 .................................................... (1)Amounts exclude depreciation and amortization charges incurred by financing and insurance operations. (2)The 1999 earnings per share and book value per share amounts attributable to the GM Class H common stock were restated to reflect the three-for-one stock split of the GM Class H common stock, in the form of a 200% stock dividend, paid on June 30, 2000. (3)Excludes the effects of purchase accounting adjustments related to General Motors' acquisition of Hughes in 1985, and excludes Hughes Series A Preferred Stock dividends payable to General Motors. (4)Latin America excludes the Middle East and Africa. (5)1999 excludes Saab employees. - 8 - HIGHLIGHTS - Q3 Financial Results (Dollars in Millions Except Per Share Amounts) Nine Months Ended September 30, --------------------- 2000 1999 --------- --------- Total net sales and revenues $138,207 $130,296 ------- ------- Income from continuing operations $4,363 $4,431 Income from discontinued operations - 426 ------ ------ Consolidated net income $4,363 $4,857 ............................................................. Earnings Attributable to Common Stocks $1-2/3 par value Continuing operations $4,424 $4,400 Discontinued operations - 426 ------ ------ $1-2/3 par value $4,424 $4,826 Class H $(144) $(20) ............................................................. Basic Earnings Per Share Attributable to Common Stocks $1-2/3 par value Continuing operations $7.51 $6.79 Discontinued operations - 0.66 ------ ------ $1-2/3 par value $7.51 $7.45 Class H $(0.23) $(0.06)(2) ............................................................. Earnings Per Share Attributable to Common Stocks Assuming Dilution $1-2/3 par value Continuing operations $7.37 $6.67 Discontinued operations - 0.65 ------ ------ $1-2/3 par value $7.37 $7.32 Class H $(0.23) $(0.06)(2) ............................................................. Cash Dividends Per Share of Common Stocks $1-2/3 par value $1.50 $1.50 Class H $ - $ - ............................................................. See footnotes beginning on page 12. continues - 9 - HIGHLIGHTS - Q3 Net Income by Segment (Dollars in Millions) Income/(Loss) Nine Months Ended September 30, --------------------- 2000 1999 --------- --------- GM North America (GMNA) $3,428 $3,575 GM Europe (GME) 206 393 GM Latin America/Africa/Mid-East (GMLAAM) 42 (99) GM Asia/Pacific (GMAP) (126) (195) ----- ----- Total GM Automotive (GMA) $3,550 $3,674 Hughes (3) (229) (44) Other (162) (387) ----- ----- Total Automotive, Communications Services, and Other Operations $3,159 $3,243 GMAC $1,193 $1,176 Other 11 12 ----- ----- Total Financing and Insurance Operations $1,204 $1,188 ----- ----- Income from continuing operations $4,363 $4,431 Income from discontinued operations - 426 ----- ----- Consolidated Net Income $4,363 $4,857 ===== ===== Net profit margin from Total GM Automotive (GMA) 3.2% 3.4% Income from continuing operations 3.2% 3.4% Nine Months Ended September 30, 2000 -------------------------------- GMNA GME GMLAAM GMAP ----- ------ ------ ------ Total net sales and revenues $85,984 $19,315 $4,282 $2,605 ------ ------ ----- ----- Pre-tax income (loss) $5,068 $362 $(77) $26 Income tax expense (benefit) 1,604 164 (74) 21 Equity income/(loss) and minority interests (36) 8 45 (131) ----- ------ ----- ----- Net income (loss) $3,428 $206 $42 $(126) ===== ====== ===== ===== Net profit (loss) margin 4.0% 1.1% 1.0% (4.8%) Effective income tax rate 31.6% 45.3% 96.1% 80.8% Nine Months Ended September 30, 1999 -------------------------------- GMNA GME GMLAAM GMAP ----- ------ ------ ------ Total net sales and revenues $82,793 $19,669 $3,448 $2,246 ------ ------ ----- ----- Pre-tax income (loss) $5,264 $605 $(224) $(49) Income tax expense (benefit) 1,685 208 (106) (8) Equity income/(loss) and minority interests (4) (4) 19 (154) ----- ------ ----- ----- Net income (loss) $3,575 $393 $(99) $(195) ===== ====== ===== ===== Net profit (loss) margin 4.3% 2.0% (2.9%) (8.7%) Effective income tax rate 32.0% 34.4% 47.3% 16.3% See footnotes beginning on page 12. continues - 10 - HIGHLIGHTS - Q3 Operating Information Nine Months Ended September 30, ---------------------- 2000 1999 --------- -------- Worldwide Wholesale Sales (units in 000s) United States: Cars 1,917 1,916 Trucks 1,906 1,954 ------ ------ Total United States 3,823 3,870 Canada and Mexico 570 510 ------ ------ Total GM North America 4,393 4,380 ------ ------ GME 1,434 1,471 GMLAAM 470 399 GMAP 345 312 ------ ------ Total International 2,249 2,182 ------ ------ Total Worldwide 6,642 6,562 ====== ====== .................................................... Vehicle Unit Deliveries (units in 000s) United States Chevrolet - Cars 706 683 - Trucks 1,342 1,299 Pontiac 487 485 GMC 412 408 Buick 322 357 Oldsmobile 225 282 Saturn 216 178 Cadillac 148 133 Other 29 31 ------ ------ Total United States 3,887 3,856 Canada and Mexico 541 512 ------ ------ Total GM North America 4,428 4,368 ------ ------ GME 1,459 1,531 GMLAAM 436 401 GMAP 349 337 ------ ------ Total International 2,244 2,269 ------ ------ Total Worldwide 6,672 6,637 ====== ====== .................................................... Market share United States Cars 28.8% 30.3% Trucks 27.1% 27.8% Total 27.9% 29.1% Total North America 27.8% 28.9% Total Europe 9.4% 9.8% Latin America (4) 20.2% 19.8% Asia and Pacific 3.6% 3.7% Total Worldwide 15.2% 15.7% ..................................................... U.S. Retail/Fleet Mix % Fleet Sales - Cars 27.5% 25.9% % Fleet Sales - Trucks 15.5% 13.3% Total vehicles 21.7% 20.0% ..................................................... Capacity Utilization % U.S. and Canada (2-shift rated) 89.9% 89.7% ..................................................... See footnotes beginning on page 12. continues - 11 - HIGHLIGHTS - Q3 Other Financial Information (Dollars in Millions Except Per Share Amounts) Nine Months Ended September 30, ---------------------- 2000 1999 --------- ---------- Depreciation and Amortization (1) Depreciation $2,964 $3,075 Amortization of special tools 1,852 1,889 Amortization of intangible assets 209 157 ----- ----- Total $5,025 $5,121 ===== ===== .................................................... Worldwide Payrolls $16,589 $16,450 .................................................... (1)Amounts exclude depreciation and amortization charges incurred by financing and insurance operations. (2)The 1999 earnings per share amount attributable to the GM Class H common stock was restated to reflect the three-for-one stock split of the GM Class H common stock, in the form of a 200% stock dividend, paid on June 30, 2000. (3)Excludes the effects of purchase accounting adjustments related to General Motors' acquisition of Hughes in 1985, and excludes Hughes Series A Preferred Stock dividends payable to General Motors. (4)Latin America excludes the Middle East and Africa. - 12 - CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------ ----------------- 2000 1999 2000 1999 ---- ---- ---- ---- (Dollars in Millions Except Per Share Amounts) GENERAL MOTORS CORPORATION AND SUBSIDIARIES Total net sales and revenues $42,606 $42,794 $138,207 $130,296 ------ ------ ------- ------- Cost of sales and other expenses 33,678 34,555 108,888 104,261 Selling, general, and administrative expenses 5,182 4,736 15,520 13,169 Interest expense 2,480 1,985 7,066 5,624 ------- ------- --------- --------- Total costs and expenses 41,340 41,276 131,474 123,054 ------ ------ ------- ------- Income from continuing operations before income taxes and minority interests 1,266 1,518 6,733 7,242 Income tax expense 436 553 2,148 2,538 Equity income/(loss) and minority interests (1) (88) (222) (273) ---- ----- ------ ------ Income from continuing operations 829 877 4,363 4,431 Income from discontinued operations - - - 426 ----- ----- ----- ----- Net income 829 877 4,363 4,857 Dividends on preference stocks (27) (28) (83) (51) ----- ----- ------ ------ Earnings attributable to common stocks $802 $849 $4,280 $4,806 === === ===== ===== Basic earnings (losses) per share attributable to common stocks $1-2/3 par value Continuing operations $1.57 $1.35 $7.51 $6.79 Discontinued operations - - - 0.66 ----- ----- ----- ----- Earnings per share attributable to $1-2/3 par value $1.57 $1.35 $7.51 $7.45 ===== ===== ===== ===== Earnings per share attributable to Class H $(0.09) $(0.04) $(0.23) $(0.06) ====== ====== ====== ====== Earnings (losses) per share attributable to common stocks assuming dilution $1-2/3 par value Continuing operations $1.55 $1.33 $7.37 $6.67 Discontinued operations - - - 0.65 ----- ----- ----- ----- Earnings per share attributable to $1-2/3 par value $1.55 $1.33 $7.37 $7.32 ===== ===== ===== ===== Earnings per share attributable to Class H $(0.09) $(0.04) $(0.23) $(0.06) ====== ====== ====== ====== - 13 - CONSOLIDATED STATEMENTS OF INCOME - concluded (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------ ----------------- 2000 1999 2000 1999 ---- ---- ---- ---- (Dollars in Millions) AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS Total net sales and revenues $36,602 $37,546 $120,667 $115,186 ------ ------ ------- ------- Cost of sales and other expenses 31,827 32,894 103,408 99,404 Selling, general, and administrative expenses 3,765 3,486 11,304 9,648 ----- ----- ------ ----- Total costs and expenses 35,592 36,380 114,712 109,052 ------ ------ ------- ------- Interest expense 210 223 648 597 Net expense from transactions with Financing and Insurance Operations 197 85 508 245 --- ---- ------ ------ Income from continuing operations before income taxes and minority interests 603 858 4,799 5,292 Income tax expense 193 291 1,433 1,799 Equity income/(loss) and minority interests 13 (80) (207) (250) -- --- ---- ---- Income from continuing operations 423 487 3,159 3,243 Income from discontinued operations - - - 426 --- ---- ----- ----- Net income - Automotive, Communications Services, and Other Operations $423 $487 $3,159 $3,669 === === ===== ===== Three Months Ended Nine Months Ended September 30, September 30, ----------------- ------------------ 2000 1999 2000 1999 ---- ---- ---- ---- (Dollars in Millions) FINANCING AND INSURANCE OPERATIONS Total revenues $6,004 $5,248 $17,540 $15,110 ------ ------ ------- ------- Interest expense 2,270 1,762 6,418 5,027 Depreciation and amortization expense 1,474 1,371 4,480 3,918 Operating and other expenses 1,366 1,216 4,063 3,429 Provision for financing and insurance losses 428 324 1,153 1,031 --- --- ----- ----- Total costs and expenses 5,538 4,673 16,114 13,405 ----- ----- ------ ------ Net income from transactions with Automotive, Communications Services, and Other Operations 197 85 508 245 --- -- --- --- Income before income taxes and minority interests 663 660 1,934 1,950 Income tax expense 243 262 715 739 Equity income/(loss) and minority interests (14) (8) (15) (23) --- -- --- --- Net income - Financing and Insurance Operations $406 $390 $1,204 $1,188 ==== ==== ====== ====== - 14 - CONSOLIDATED BALANCE SHEETS Sept. 30, Sept. 30, 2000 Dec. 31, 1999 (Unaudited) 1999 (Unaudited) ----------- ---- ----------- GENERAL MOTORS CORPORATION AND SUBSIDIARIES (Dollars in Millions) ASSETS Automotive, Communications Services, and Other Operations Cash and cash equivalents $9,351 $9,730 $12,056 Marketable securities 1,176 1,698 1,666 ------- ------- ------- Total cash and marketable securities 10,527 11,428 13,722 Accounts and notes receivable (less allowances) 5,975 5,093 5,480 Inventories (less allowances) 11,300 10,638 10,603 Equipment on operating leases (less accumulated depreciation) 5,980 5,744 6,244 Deferred income taxes and other current assets 9,489 9,006 7,494 ------- ------- ------- Total current assets 43,271 41,909 43,543 Equity in net assets of nonconsolidated associates 3,500 1,711 1,642 Property - net 34,036 32,779 31,761 Intangible assets - net 8,651 8,527 12,338 Deferred income taxes 13,309 15,277 17,139 Other assets 32,662 25,358 13,894 ------ ------ ------ Total Automotive, Comm. Serv., and Other Operations assets 135,429 125,561 120,317 Financing and Insurance Operations Cash and cash equivalents 912 712 328 Investments in securities 9,309 9,110 8,937 Finance receivables - net 87,534 80,627 76,449 Investment in leases and other receivables 37,551 36,407 35,837 Other assets 24,864 21,312 20,589 Net receivable from Automotive, Comm. Serv., and Other Operations 1,599 1,001 369 ----- ----- --- Total Financing and Insurance Operations assets 161,769 149,169 142,509 ------- ------- ------- Total assets $297,198 274,730 $262,826 ======== ======= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Automotive, Communications Services, and Other Operations Accounts payable (principally trade) $18,190 $17,254 $16,323 Loans payable 3,321 1,991 695 Accrued expenses 32,196 32,854 32,803 Net payable to Financing and Insurance Operations 1,599 1,001 369 ------ ------ ------ Total current liabilities 55,306 53,100 50,190 Long-term debt 8,245 7,415 7,880 Postretirement benefits other than pensions 34,376 34,166 34,455 Pensions 3,226 3,339 3,179 Other liabilities and deferred income taxes 16,060 17,426 18,170 ------- ------- ------- Total Automotive, Communications Services, and Other Operations liabilities 117,213 115,446 113,874 Financing and Insurance Operations Accounts payable 5,316 4,262 4,587 Debt 129,325 122,282 115,329 Other liabilities and deferred income taxes 13,238 11,282 11,607 -------- -------- -------- Total Financing and Insurance Operations liabilities 147,879 137,826 131,523 Minority interests 670 596 635 General Motors - obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated debentures of General Motors Series D - 79 79 Series G 139 139 140 Stockholders' equity $1-2/3 par value common stock (issued, 565,371,465; 619,412,233 and 642,050,210 shares) 943 1,033 1,071 Class H common stock (issued, 874,807,080; 411,345,561 and 405,587,898 shares) 87 14 14 Capital surplus (principally additional paid-in capital) 21,818 13,794 15,282 Retained earnings 10,335 6,961 5,573 ------ ------- ------- Subtotal 33,183 21,802 21,940 Accumulated foreign currency translation adjustments (2,480) (2,033) (1,969) Net unrealized gains on securities 715 996 631 Minimum pension liability adjustment (121) (121) (4,027) ------ ------ -------- Accumulated comprehensive loss (1,886) (1,158) (5,365) ------ ------- -------- Total stockholders' equity 31,297 20,644 16,575 -------- -------- -------- Total liabilities and stockholders' equity $297,198 $274,730 $262,826 ======= ======= ======= - 15 - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, ------------------------------- 2000 1999 ---- ---- Automotive, Financing Automotive, Financing Comm.Serv. and Comm.Serv. and and Other Insurance and Other Insurance --------- --------- --------- --------- (Dollars in Millions) Net cash provided by operating activities $9,207 $4,746 $15,372 $9,883 Cash flows from investing activities Expenditures for property (6,314) (335) (4,721) (204) Investments in marketable securities - acquisitions (2,425) (18,198) (3,481) (16,089) Investments in marketable securities - liquidations 2,947 17,998 2,217 15,489 Mortgage servicing rights - acquisitions - (698) - (1,199) Mortgage servicing rights - liquidations - - - 34 Finance receivables - acquisitions - (140,295) - (139,165) Finance receivables - liquidations - 88,560 - 100,692 Proceeds from sales of finance receivables - 43,407 - 35,120 Operating leases - acquisitions (5,342) (12,147) (6,175) (13,948) Operating leases - liquidations 4,615 7,313 4,279 7,104 Investments in companies, net of cash acquired (4,052) - (2,885) (2,120) Net investing activity with Financing and Insurance Operations (998) - 75 - Other (558) 356 (831) 677 ---- --- ---- --- Net cash used in investing activities (12,127) (14,039) (11,522) (13,609) ------ ------ ------ ------ Cash flows from financing activities Net increase (decrease) in loans payable 1,255 1,121 (551) (7,601) Long-term debt-borrowings 4,130 19,450 5,414 21,672 Long-term debt-repayments (4,213) (11,482) (4,632) (10,536) Net financing activity with Automotive, Communications Services, and Other Operations - 998 - (75) Repurchases of common and preference stocks (652) - (2,149) - Proceeds from issuing common and preference stocks 2,778 - 1,905 - Cash dividends paid to stockholders (989) - (1,023) - ----- ------ ----- ----- Net cash provided by (used in) financing activities 2,309 10,087 (1,036) 3,460 ----- ------ ------ ----- Effect of exchange rate changes on cash and cash equivalents (365) 3 (167) 1 Net transactions with Automotive/Financing Operations 597 (597) (447) 447 --- ---- ---- --- Net cash (used in) provided by continuing operations (379) 200 2,200 182 Net cash provided by discontinued operations - - 128 - ----- ----- ----- ----- Net (decrease) increase in cash and cash equivalents (379) 200 2,328 182 Cash and cash equivalents at beginning of the period 9,730 712 9,728 146 ----- --- ----- --- Cash and cash equivalents at end of the period $9,351 $912 $12,056 $328 ===== === ====== ===
- 16 - HUGHES REPORTS THIRD QUARTER 2000 FINANCIAL RESULTS Editor's note: Hughes invites reporters to participate in a listen-only mode on its third quarter 2000 analyst call at 2 p.m. EDT Wednesday, Oct. 11. The dial-in number is 719-457-2622, and the confirmation code is 644450. El Segundo, Calif., October 11, 2000 -- Hughes Electronics Corporation, the world's leading provider of digital television entertainment, satellite services and satellite-based private business networks, today reported third quarter 2000 revenues increased 3.7% to $1,688.5 million, compared with $1,627.8 million in the third quarter of 1999. EBITDA(1) for the quarter decreased 46.6% to $107.9 million and EBITDA margin(1) was 6.4%, compared to EBITDA of $202.1 million and EBITDA margin of 12.4% in the third quarter of 1999. Hughes had a third quarter 2000 loss(2) of $88.5 million, compared to a loss(2) of $29.6 million in the same period for 1999. "Our continued investment in high-growth, high-value businesses is reflected in our reduced earnings this quarter," said Michael T. Smith, Hughes chairman and chief executive officer. "And now that we have completed the sale of our satellite manufacturing businesses to The Boeing Company, we have received more than $3.0 billion in after-tax proceeds which we will use to fuel further growth and pay down debt." Smith continued, "In the third quarter, some of our most exciting service businesses attained significant milestones. DIRECTV(R) had its best third quarter ever for subscriber growth in both the United States and Latin America. We began shipping the AOL Plus Powered by DirecPC(TM) product; we signed up additional distribution partners, including Juno and Pegasus; and we are on schedule to introduce our two-way via-satellite DirecPC(TM) broadband service by the end of the year. In addition, PanAmSat announced its first customers for NET/36(TM), its satellite-based Internet broadcast network for content providers seeking to deliver streaming video, audio and data to broadband customers." NINE-MONTH FINANCIAL REVIEW For the first three quarters of 2000, revenues increased 35.4% to $5,228.6 million, compared to $3,862.3 million in the same period last year. This growth was primarily the result of record subscriber growth at DIRECTV in the United States and additional revenues resulting from the United States Satellite Broadcasting, Inc. (USSB) and PRIMESTAR, Inc. transactions, as well as higher outright sales and sales-type leases of transponders at PanAmSat. EBITDA for the first nine months of 2000 was $440.2 million and EBITDA margin was 8.4%, compared to EBITDA of $437.4 million and EBITDA margin of 11.3% in the same period of 1999. The slight increase in EBITDA was primarily attributable to higher outright sales and sales-type leases of transponders at PanAmSat, offset by increased losses in the DIRECTV businesses due to higher marketing costs associated with the record subscriber growth in both the United States and Latin America. The decline in margin resulted from the increased marketing expenses for the DIRECTV services and the lower margins associated with PanAmSat's outright sales and sales-type leases. For the first nine months of 2000, losses(2) totaled $228.9 million, compared to losses(2) of $43.6 million in 1999. The higher loss was primarily due to increased depreciation and amortization resulting principally from the mid-1999 acquisitions of USSB and PRIMESTAR, and higher net interest expense. Additionally, in the first quarter of 2000, Hughes booked a one-time pre-tax charge of $171 million (reported in "Other, net") related to its agreement with SkyPerfecTV! and the discontinuation of the DIRECTV Japan business. The after-tax impact of this charge was a loss of $13 million, which includes the tax benefits associated with the write-off of Hughes' historical investments in DIRECTV Japan. - 17 - SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2000 Direct-To-Home Broadcast Third quarter revenues for the segment increased 12.8% to $1,291.5 million from $1,144.6 million in the third quarter of 1999. The segment had negative EBITDA of $17.7 million compared with EBITDA of $55.1 million in the third quarter of 1999. United States: DIRECTV reported quarterly revenues of $1,154 million compared with revenues of $1,052 million last year. The increase was due to continued strong subscriber growth, partially offset by the impact of the conclusion of the PRIMESTAR By DIRECTV medium-power service, as described below. DIRECTV added a record 450,000 net subscribers to its high-power DIRECTV service in the quarter versus 423,000 net subscribers added in the third quarter of 1999, and converted about 300,000 customers from the PRIMESTAR By DIRECTV medium-power service. While gross subscriber additions were up significantly compared to the third quarter of 1999, net subscriber additions were impacted by DIRECTV's first-ever price increase and the conclusion of the PRIMESTAR conversion process. As of September 30, 2000, DIRECTV had 9.0 million subscribers. Through the first nine months of 2000, DIRECTV grew 37% in its core urban/suburban markets, which exclude those markets in the National Rural Telecommunications Cooperative (NRTC) territories. EBITDA for the third quarter of 2000 was $36 million compared to EBITDA of $86 million in last year's third quarter. This decline was principally due to higher marketing costs and the impact from the completion of the PRIMESTAR conversion process. As a result of the PRIMESTAR conversions, DIRECTV no longer receives the revenues from the PRIMESTAR By DIRECTV customers who either discontinued service, or who converted but live in NRTC territories. DIRECTV receives only a small percentage of revenues from customers in these territories, thus reducing the revenues and EBITDA attributable to DIRECTV in the third quarter of 2000. Since its 1999 acquisition of PRIMESTAR, DIRECTV converted a total of approximately 1.5 million customers to its high-power service. DIRECTV shut down the PRIMESTAR By DIRECTV service on September 30, 2000--six months ahead of its original schedule. Latin America: The DIRECTV businesses in Latin America generated $136 million in revenues for the quarter, up 79% over the $76 million reported in the third quarter of 1999. This increase was due to continued strong subscriber growth. The DIRECTV service in Latin America added 126,000 net new subscribers in the third quarter of 2000, an 88% increase over the 67,000 acquired in the same period last year. The total number of DIRECTV subscribers in Latin America as of September 30, 2000 was 1,136,000. The DIRECTV businesses in Latin America had negative EBITDA of $50 million compared to negative EBITDA of $24 million for the same period in 1999. The decline was primarily due to the impact of higher marketing expenses associated with the record subscriber growth. Japan: DIRECTV Japan's loss was $3 million for the quarter, compared with a loss of $20 million in the third quarter of 1999. DIRECTV Japan ceased broadcasting on September 30, 2000, and is on schedule to complete the migration of customers to SkyPerfecTV! and the closure of the legal entity. - 18 - Satellite Services PanAmSat, which is 81% owned by Hughes, generated third quarter 2000 revenues of $199.3 million compared with $210.7 million in the prior year's period. The 5.4% decrease was driven primarily by a third quarter 1999 one-time customer payment of approximately $15 million associated with the termination of a direct-to-home video services agreement in India. Third quarter 2000 EBITDA for the segment was $135.5 million compared to $169.0 million in the third quarter 1999, a 19.8% decrease. EBITDA margin in the third quarter of 2000 was 68.0%, compared to 80.2% in the same period of 1999. The decrease in EBITDA and EBITDA margin was primarily due to the one-time customer payment received in the third quarter of 1999; an increase in direct operating costs and selling, general and administrative (SG&A) costs as a result of the company's continued fleet expansion; and investment in the new NET/36 broadband Internet initiative. As of September 30, 2000, PanAmSat had contracts for satellite services representing future payments (backlog) of approximately $5.8 billion compared to approximately $6.0 billion in the second quarter of 2000. This includes a $350 million reduction in backlog resulting from anomalies on the Galaxy VIII-i satellite. This reduction would be more than offset by additional backlog generated by the Galaxy VIII-iR replacement satellite that will be constructed if PanAmSat's agreement in principal with Galaxy Latin America is finalized. Network Systems Hughes Network Systems' (HNS's) third quarter 2000 revenues were $284.0 million, compared to $426.2 million in the third quarter of 1999. The decrease in revenues was principally due to lower sales of DIRECTV receiver equipment associated with the early completion of the transition of PRIMESTAR By DIRECTV subscribers to the high-power DIRECTV service. HNS shipped 470,000 DIRECTV receiver systems in the third quarter of 2000, compared to 730,000 units in the same period last year. The discontinuation of certain narrowband wireless businesses, announced in January 2000, also contributed to the reduced revenues, as did lower revenues in the mobile satellite network product line. In the quarter, HNS had EBITDA of $16.8 million and EBITDA margin of 5.9%, compared to EBITDA of $49.8 million and 11.7% margin in the third quarter of 1999. The decline in EBITDA and EBITDA margin is attributable to the reduced revenues; increased investment in the upcoming launch of new DirecPC services, including AOL Plus Powered by DirecPC; and the elimination of DIRECTV equipment subsidies from DIRECTV. These reductions were offset by a $21 million one-time EBITDA gain that resulted from successful negotiations with certain narrowband wireless customers for receivables previously written-off. New orders in the third quarter of 2000 were $423 million, compared to $295 million in the same period last year, driving backlog to approximately $1.3 billion as of September 30, 2000. This increase was primarily due to higher sales of domestic VSAT (very small aperture terminal) private business networks to customers including Exxon/Mobile, CAIS Internet, Musicland and National Cable Communications. In total, these new contracts represent more than 14,000 additional points of presence on HNS-built networks. Mobile satellite network sales also contributed to the increase, and included a $150 million contract for Inmarsat's next-generation ground infrastructure. - 19 - BALANCE SHEET From December 31, 1999 to September 30, 2000, the Company's consolidated cash balance decreased $59.8 million to $178.4 million and total debt increased $949.4 million to $3,090.8 million. The principal cash requirements for the first nine months of 2000 were related to general working capital requirements and capital expenditures for property, plant, equipment and satellites. Hughes Electronics Corporation is a unit of General Motors Corporation. The earnings of Hughes are used to calculate the earnings per share attributable to the General Motors Class H common stock (NYSE:GMH). A live webcast of Hughes' third-quarter 2000 earnings call will be available at the company's website at www.hughes.com or at www.vcall.com. The call will begin at 2:00 p.m. ET, today. Investors are advised to allow 15 minutes prior to the call to register and download any necessary software. Following the completion of the call, the webcast will be archived on the Investor Relations portion of the Hughes website for at least one week. NOTE: Hughes Electronics Corporation believes that some of the foregoing statements may constitute forward-looking statements. When used in this report, the words "estimate," "plan," "project," "anticipate," "expect," "intend," "outlook," "believe," and other similar expressions are intended to identify such forward-looking statements and information. Important factors that may cause actual results of Hughes to differ materially from the forward-looking statements in this report are set forth in the Form 10-Ks filed with the SEC by GM and Hughes. - --------------------- (1) EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the sum of operating profit (loss) and depreciation and amortization. EBITDA margin is calculated by dividing EBITDA by total revenues. (2) Equals reported Net Loss excluding the effects of purchase accounting adjustments related to General Motors' acquisition of Hughes in 1985. # # # - 20 - STATEMENTS OF OPERATIONS AND AVAILABLE SEPARATE CONSOLIDATED NET LOSS (Dollars in Millions) (Unaudited) Nine Months Ended Third Quarter September 30, ----------------- ----------------- 2000 1999 2000 1999 - ---------------------------------------------------------------------------- Revenues Direct broadcast, leasing, and other services $1,485.5 $1,345.0 $4,523.3 $3,147.0 Product sales 203.0 282.8 705.3 715.3 - ---------------------------------------------------------------------------- Total Revenues 1,688.5 1,627.8 5,228.6 3,862.3 - ---------------------------------------------------------------------------- Operating Costs and Expenses Broadcast programming and other costs 681.4 596.4 2,035.9 1,374.4 Cost of products sold 152.1 273.2 585.1 631.4 Selling, general and administrative expenses 747.1 556.1 2,167.4 1,419.1 Depreciation and amortization 238.3 208.8 673.1 480.1 - ---------------------------------------------------------------------------- Total Operating Costs and Expenses 1,818.9 1,634.5 5,461.5 3,905.0 - ---------------------------------------------------------------------------- Operating Loss (130.4) (6.7) (232.9) (42.7) Interest income 7.1 2.6 15.3 20.8 Interest expense (66.5) (51.7) (169.2) (71.0) Other, net (11.9) (31.6) (294.4) (96.3) - ---------------------------------------------------------------------------- Loss from Continuing Operations Before Income Taxes and Minority Interests (201.7) (87.4) (681.2) (189.2) Income tax benefit (77.8) (36.8) (354.4) (59.7) Minority interests in net losses of subsidiaries 19.6 8.8 31.7 22.1 - ----------------------------------------------------------------------------- Loss from continuing operations (104.3) (41.8) (295.1) (107.4) Income from discontinued operations, net of taxes 10.5 6.9 50.3 47.9 - ---------------------------------------------------------------------------- Net Loss (93.8) (34.9) (244.8) (59.5) Adjustments to exclude the effect of GM purchase accounting adjustments 5.3 5.3 15.9 15.9 - ---------------------------------------------------------------------------- Loss Excluding the Effect of GM Purchase Accounting Adjustments (88.5) (29.6) (228.9) (43.6) Preferred stock dividends (24.1) (24.7) (72.9) (26.3) - ----------------------------------------------------------------------------- Loss Used for Computation of Available Separate Consolidated Net Income (Loss) $(112.6) $(54.3) $(301.8) $(69.9) ============================================================================= Available Separate Consolidated Net Income (Loss) Average number of shares of General Motors Class H Common Stock outstanding (in millions) (Numerator) 873.9 405.3 616.7 362.4 Average Class H dividend base (in millions) (Denominator) 1,297.8 1,286.7 1,296.5 1,244.1 Available Separate Consolidated Net Income (Loss) $(75.8) $(17.1) $(143.6) $(20.4) ============================================================================= Certain 1999 amounts have been reclassified to conform with the 2000 presentation. - 21 - BALANCE SHEET (Dollars in Millions) Sept. 30, 2000 December 31, ASSETS (Unaudited) 1999 - ------------------------------------------------------------------------------- Current Assets Cash and cash equivalents $178.4 $238.2 Accounts and notes receivable 1,145.8 960.9 Contracts in process 130.1 155.8 Inventories 346.0 236.1 Net assets of discontinued operations 1,128.8 1,224.6 Deferred income taxes 537.8 254.3 Prepaid expenses and other 931.4 788.1 - ---------------------------------------------------------------------------- Total Current Assets 4,398.3 3,858.0 Satellites, net 4,229.6 3,907.3 Property, net 1,588.1 1,223.0 Net Investment in Sales-type Leases 227.5 146.1 Intangible Assets, net 7,207.7 7,406.0 Investments and Other Assets 2,380.3 2,056.6 - ---------------------------------------------------------------------------- Total Assets $20,031.5 $18,597.0 ============================================================================ LIABILITIES AND STOCKHOLDER'S EQUITY - ---------------------------------------------------------------------------- Current Liabilities Accounts payable $1,149.5 $1,062.2 Deferred revenues 153.6 130.5 Short-term borrowings and current portion of long-term debt 1,133.9 555.4 Accrued liabilities and other 1,312.6 894.0 - ---------------------------------------------------------------------------- Total Current Liabilities 3,749.6 2,642.1 Long-Term Debt 1,956.9 1,586.0 Other Liabilities and Deferred Credits 1,414.5 1,454.2 Deferred Income Taxes 947.2 689.1 Commitments and Contingencies Minority Interests 574.3 544.3 Stockholder's Equity 11,389.0 11,681.3 - ---------------------------------------------------------------------------- Total Liabilities and Stockholder's Equity $20,031.5 $18,597.0 ============================================================================ Holders of GM Class H common stock have no direct rights in the equity or assets of Hughes, but rather have rights in the equity and assets of General Motors (which includes 100% of the stock of Hughes). - 22 - SELECTED SEGMENT DATA (Dollars in Millions) Nine Months Ended Third Quarter September 30, -------------------- ----------------- 2000 1999 2000 1999 - --------------------------------------------------------------------------- DIRECT-TO-HOME BROADCAST Total Revenues $1,291.5 $1,144.6 $3,717.5 $2,571.4 EBITDA (1) $(17.7) $55.1 $(40.9) $46.0 EBITDA Margin (1) N/A 4.8% N/A 1.8% Operating Loss $(150.1) $(60.2) $(410.9) $(158.2) Depreciation and Amortization $132.4 $115.3 $370.0 $204.2 Capital Expenditures (2) $262.0 $97.6 $649.1 $253.4 - -------------------------------------------------------------------------- SATELLITE SERVICES Total Revenues $199.3 $210.7 $820.7 $604.6 EBITDA (1) $135.5 $169.0 $557.9 $465.9 EBITDA Margin (1) 68.0% 80.2% 68.0% 77.1% Operating Profit $52.0 $98.2 $319.1 $258.9 Operating Profit Margin 26.1% 46.6% 38.9% 42.8% Depreciation and Amortization $83.5 $70.8 $238.8 $207.0 Capital Expenditures (3) $109.4 $347.8 $317.6 $823.0 - -------------------------------------------------------------------------- NETWORK SYSTEMS Total Revenues $284.0 $426.2 $1,020.3 $998.2 EBITDA (1) $16.8 $49.8 $34.4 $80.5 EBITDA Margin (1) 5.9% 11.7% 3.4% 8.1% Operating Profit (Loss) $1.6 $31.3 $(15.4) $23.1 Operating Profit Margin 0.6% 7.3% N/A 2.3% Depreciation and Amortization $15.2 $18.5 $49.8 $57.4 Capital Expenditures (4) $79.2 $38.4 $241.0 $111.2 - -------------------------------------------------------------------------- ELIMINATIONS and OTHER Total Revenues $(86.3) $(153.7) $(329.9) $(311.9) EBITDA (1) $(26.7) $(71.8) $(111.2) $(155.0) Operating Loss $(33.9) $(76.0) $(125.7) $(166.5) Depreciation and Amortization $7.2 $4.2 $14.5 $11.5 Capital Expenditures $(24.6) $8.4 $(2.3) $(42.2) - -------------------------------------------------------------------------- TOTAL Total Revenues $1,688.5 $1,627.8 $5,228.6 $3,862.3 EBITDA (1) $107.9 $202.1 $440.2 $437.4 EBITDA Margin (1) 6.4% 12.4% 8.4% 11.3% Operating Loss $(130.4) $(6.7) $(232.9) $(42.7) Depreciation and Amortization $238.3 $208.8 $673.1 $480.1 Capital Expenditures $426.0 $492.2 $1,205.4 $1,145.4 ========================================================================== Certain 1999 amounts have been reclassified to conform with the 2000 presentation. (1)EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the sum of operating profit (loss) and depreciation and amortization. EBITDA margin is calculated by dividing EBITDA by total revenues. (2)Includes expenditures related to satellites amounting to $37.5 million, $13.6 million, $73.2 million and $89.1 million, respectively. (3)Includes expenditures related to satellites amounting to $81.7 million, $93.2 million, $258.8 million and $408.8 million, respectively. Also included in the third quarter and first nine months of 1999 are $228.2 million and $369.5 million, respectively, related to the early buy-out of satellite sale-leaseback. (4)Includes expenditures related to satellites amounting to $68.7 million, $28.0 million, $193.2 million and $74.9 million, respectively. - 23 -- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibit Exhibit 3(ii) The By-Laws of General Motors Corporation, was amended on October 3, 2000, reflecting amendments to the second paragraph of Section 3.1 of Article III; the last sentence of Section 3.2 of Article III; and adding Section 3.10, Administrative Committee, of Article III as described below: Section Amendment ------- --------- 3.1 Committees of the Board of Directors. Paragraph 2 The following committees shall be standing committees of the board: the investment funds committee, the audit committee, the executive compensation committee, the public policy committee, the committee on director affairs, the capital stock committee and the ----------------------------------- administrative committee. ------------------------- 3.2 Election and Vacancies. Last sentence No officer or other employee of the corporation shall be a member of any standing committee of the board, with the exception of the investment funds committee and the administrative ----------------------- committee. ---------- 3.10 Administrative Committee. Added The board of directors shall select the members of the administrative committee and shall designate the chairman of the committee. The committee shall have the authority and responsibility to act on behalf of the board with regard to matters submitted to the board of directors that pursuant to the Delegation of Authority adopted by the board of directors from time to time do not constitute issues within its sole jurisdiction. Whenever the committee takes any action of this type, it shall report such action at the next meeting of the board of directors. The committee shall have and may exercise such other powers, authority and responsibilities as may be determined by the board of directors. -24 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL MOTORS CORPORATION -------------------------- (Registrant) Date October 12, 2000 ----------------- By s/Peter R. Bible ------------------------------- (Peter R. Bible, Chief Accounting Officer) - 25 - -----END PRIVACY-ENHANCED MESSAGE-----